UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN COMMERCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 05-0460102
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1400 Chamber Drive, Bartow, Florida 33830
(Address of Principal Executive Offices) (Zip code)
Non-Qualified Option/Stock Appreciation Rights Plan
and Employee Stock Option Plan
(Full title of the plans)
Daniel L. Hefner
1400 Chamber Drive, Bartow, Florida 33830
(Name and address of agent for service)
(863) 533-0326
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount
Title of each class of Amount Proposed maximum Proposed maximum of
securities to be to be offering price per aggregate offering registration
registered registered (1) share (2) price fee
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Common stock 8,500,000 $.08 $680,000 $55.01
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TOTAL $55.01
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1. Includes 7,000,000 shares registered pursuant to Non-Qualified Option/Stock
Appreciation Rights Plan and 1,500,000 additional shares registered
pursuant to Employee Stock Option Plan which was filed in a previous filing
and is incorporated by reference herein and made part hereof.
2. Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee, and computed in accordance with the average of last sale
prices of the common stock for the five trading days prior to and including
April 21, 2003, as reported by OTCBB.
PART I
Item 1. Plan Information.
The information set forth herein together with the documents annexed hereto
and made part hereof and incorporated herein by reference relates to the shares
of common stock of American Commerce Solutions, Inc. (the "Company") to be
issued to the employees and consultants to pay for services rendered to the
Company. These shares would be issued pursuant to the provisions of the
Non-Qualified Option/Stock Appreciation Rights Plan and the Employee Stock
Option Plan.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any document incorporated in this Registration Statement by reference,
except exhibits to such information, unless such exhibits are also expressly
incorporated by reference herein. Request for such information should be
directed to American Commerce Solutions, Inc., 1400 Chamber Dr., Bartow, FL
33830, attention: Corporate Secretary, telephone (863) 533-0326.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended February 28, 2002;
2. The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended May 31, 2002, August 31, 2002 and November 30, 2002;
3. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not
limited to, amendments to the above listed documents and subsequently
filed forms 10-KSB, 10-QSB and 8-K, prior to the termination of the
offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be part hereof from the date
of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or deemed to be
incorporated by reference herein modified or supersedes such statement. All
information appearing in this Registration Statement is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in documents incorporated herein by reference, except to the extent
set forth in the immediately preceding statement.
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Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 30,000,000 shares of common stock, $.002 par value,
of which approximately 18,526,344 shares of common stock are issued and
outstanding.
Holders of the Company's Common Stock are entitled to one vote per share on
each matter submitted to vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and therefore, holders of a majority
of the outstanding shares of Common Stock will be able to elect the entire board
of directors and, if they do so, minority shareholders would not be able to
elect any members to the board of directors. The Company's board of directors
has authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which
would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after the satisfaction of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. During
the last two fiscal years the Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable
future.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Delaware corporation. The General Corporation Law of
Delaware provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Certificate of Incorporation and By-laws
incorporate the indemnification provisions of the General Corporation Law of
Delaware to the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits
Exhibit Description
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5 Opinion of Richard P. Greene, P.A.
10.1 Non-Qualified Option/Stock Appreciation Rights Plan
10.2 Employee Stock Option Plan (1)
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Bella, Hermida, Hancock, Gilman and Mueller
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1. Incorporated by reference to our Registration Statement on Form SB-2 filed
October 27, 1995, file number 33-98486.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bartow, State of Florida,
on this 16th day of April, 2003.
SIGNATURE TITLE DATE
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/s/ Daniel L. Hefner President & Director April 16, 2003
------------------------- (Principal Executive Officer)
Daniel L. Hefner
/s/ Frank J. Puissegur Director & April 21, 2003
------------------------- Chief Financial Officer
Frank J. Puissegur (Principal Financial Officer)
/s/ Robert E. Maxwell Director April 21, 2003
-------------------------
Robert E. Maxwell
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